Bear Stearns investors drop bid to block buyout
By Martha Graybow
NEW YORK (Reuters) - Bear Stearns Cos Inc (BSC.N:
Research) shareholders suing over the
planned JPMorgan Chase & Co. (JPM.N:
Research) takeover are dropping efforts
to block the deal but will seek damages of at least $2.8 billion, an
attorney for the plaintiffs said on Wednesday.
Investors have withdrawn a motion in New York State Supreme Court for a
preliminary injunction aimed at halting the deal, said Daniel Krasner, a
senior partner at law firm Wolf Haldenstein Adler Freeman & Herz LLP. A
hearing on that request had been scheduled for Thursday.
But Krasner said the shareholder case would continue, with investors
seeking damage claims. JPMorgan is offering $10 a share for Bear stock,
which Krasner said is much too low. The shares should be valued at a
minimum of $30 each, he said.
"We think it's in the best interests of the Bear stockholders to let
the transaction proceed and sue for damages," Krasner told Reuters. "We
think that monetary recovery is all that is really available to the Bear
stockholders at the end of the day."
There is now little in the way of legal challenges standing in the way
of JPMorgan completing the planned buyout of the troubled investment bank,
which was first announced in March. Bear Stearns shareholders are set to
vote on the deal on May 29.
Krasner, one of several lawyers representing the plaintiffs, said that
the attorneys decided to change their strategy after considering all of
the facts in the case.
It now "is inevitable that JPMorgan is going to acquire Bear -- the
only question is what is a fair price," he said. "The lawsuit will
continue as a damage claim. We believe that we are entitled to a jury
trial on that."
A Bear Stearns spokesman was not immediately available for comment.
The preliminary injunction request had sought to prevent JPMorgan from
voting its newly acquired stake of 39.5 percent of Bear Stearns shares. A
pretrial conference will be held on Thursday instead, according to a copy
of a letter sent by Krasner to New York State Supreme Court Justice Herman
Cahn, who is overseeing the case.
The lawsuit was brought by investors including the Louisiana Municipal
Police Employees' Retirement System and other pension funds. They accuse
Bear's board of directors of violating its fiduciary duties to
shareholders in agreeing to the JPMorgan deal, saying the terms are unfair
and precluded any other bidders from emerging.
JPMorgan initially agreed to buy Bear Stearns for $2 a share as the
investment bank verged on collapse amid concern that the company did not
have enough capital to keep going. The offer was later raised to $10 a
A separate shareholder lawsuit in Delaware Chancery Court was put on
hold in April, with the judge in that case citing the parallel litigation
in New York. Plaintiffs' lawyers in both cases are now working together on
the New York lawsuit.
Bear shares were down 46 cents, or 4.2 percent, at $10.38 in afternoon
trading on the New York Stock Exchange. JPMorgan stock was down 91 cents,
or 1.9 percent, at $47.29, also on the NYSE.
(Reporting by Martha Graybow; Editing by Jeffrey Benkoe and Dave